LYXOR EQUISYS FUND DECEMBER 2011

Transcription

1 VISA 2012/ PC L'apposition du visa ne peut en aucun cas servir d'argument de publicité Luxembourg, le Commission de Surveillance du Secteur Financier LYXOR EQUISYS FUND DECEMBER 2011 This Prospectus is valid only if it is accompanied by the latest available annual report and, where applicable, by the non-audited semi-annual report, if published since the last annual report. These reports form an integral part of this Prospectus. In addition to this Prospectus, the Company has also adopted a Simplified Prospectus or a Key Investor Information Document ( KIID ) which contains the key information about each Sub-Fund or Class of Shares. The Simplified Prospectus or KIID, as the case may be, is available free of charge at the Registered Office of the Company, of the Management Company, of the Custodian and on 1

2 Table of Contents IMPORTANT INFORMATION... 3 FUND ORGANISATION... 6 LIST OF SUB-FUNDS... 7 I. INTRODUCTION... 8 II. ADMINISTRATION AND MANAGEMENT OF THE COMPANY... 9 A. THE COMPANY... 9 B. THE MANAGEMENT COMPANY... 9 C. THE INVESTMENT MANAGER D. DISTRIBUTORS AND OTHER INTERMEDIARIES E. ADMINISTRATIVE, CORPORATE AND DOMICILIARY AGENT F. REGISTRAR AGENT G. CUSTODIAN BANK AND PAYING AGENT III. INVESTMENT MANAGEMENT INVESTMENT OBJECTIVES AND POLICIES A. GENERAL B. RANGE OF SUB-FUNDS IV. INVESTING IN THE COMPANY A. THE SHARES B. ISSUE OF SHARES C. REDEMPTION OF SHARES D. CONVERSION OF SHARES V. NET ASSET VALUE A. GENERAL B. TEMPORARY SUSPENSION OF THE NET ASSET VALUE CALCULATION C. PUBLICATION OF THE NET ASSET VALUE PER SHARE VI. DISTRIBUTION POLICY VII. FEES, EXPENSES AND TAXATION A. FEES AND EXPENSES BORNE BY THE COMPANY B. TAXATION VIII. CONFLICTS OF INTEREST IX. GENERAL INFORMATION A. FINANCIAL YEAR B. GENERAL MEETINGS OF SHAREHOLDERS C. TERMINATION OF THE COMPANY D. REPORTS AND ACCOUNTS OF THE COMPAGNY INFORMATION TO SHAREHOLDERS E. DOCUMENTS FOR INSPECTION F. FURTHER INFORMATION APPENDIX A - INVESTMENT RESTRICTIONS APPENDIX B - INVESTMENT TECHNIQUES APPENDIX C - SPECIAL RISK CONSIDERATIONS AND RISK FACTORS APPENDIX D - GLOSSARY OF TERMS APPENDIX E - SUMMARY TABLE OF SHARES ISSUED BY THE COMPANY

3 IMPORTANT INFORMATION LYXOR EQUISYS FUND (the Company ) is an Investment Company with Variable Capital (SICAV) incorporated under Luxembourg Law and listed on the official list of Undertakings for Collective Investment, authorised under Part I of the Luxembourg Law of 17 th December 2010 (the 2010 Law ) on Undertakings for Collective Investment in accordance with provisions of the Directive 2009/65/EC (the 2009 Directives ) concerning the coordination of laws, regulations and administrative provisions relating to Undertakings for Collective Investment in Transferable Securities ( UCITS ). However, this listing does not require an approval or disapproval of a Luxembourg authority as to the suitability or accuracy of this Prospectus or any Simplified Prospectus or KIID, as the case may be, generally relating to the Company or specifically relating to any Sub-Fund or Class of Shares. Any declaration to the contrary should be considered as unauthorised and illegal. The members of the board of directors of the Company (the Directors or together, the Board of Directors ), whose names appear under the heading Board of Directors accept joint responsibility for the information and statements contained in this Prospectus and in the Simplified Prospectus or KIID, as the case may be, issued for each Sub-Fund or Class of Shares. To the best of the knowledge and belief of the Directors (who have taken all reasonable care possible to ensure that such is the case), the information and statements contained in this Prospectus are accurate at the date indicated on this Prospectus and does not contain any material omissions which would render any such statements or information inaccurate. Neither the delivery of this Prospectus or any Simplified Prospectus, or KIID, as the case may be, nor the offer, issue or sale of the Shares constitute a statement by which the information given by this Prospectus or any Simplified Prospectus or KIID, as the case may be, will be at all times accurate, subsequently to the date thereof. Any information or representation not contained in this Prospectus or in the Simplified Prospectuses or KIIDs, as the case may be, or in the financial reports which form integral part of this Prospectus, must be considered as non authorised. In order to take into account any material changes in the Company (including, but not limited to the issue of new Shares), this Prospectus will be updated when necessary. Therefore, prospective investors should inquire as to whether a new version of this Prospectus has been prepared and whether a Simplified Prospectus or KIID, as the case may be, is available. For defined terms used in this Prospectus, if not defined herein, please refer to the Glossary of Terms in Appendix D. The Management Company draws the investors attention to the fact that any investor will only be able to fully exercise his investor rights directly against the Company, notably the right to participate in general meetings of Shareholders, if the investor is registered himself and in his own name in the register of Shareholders of the Company. In cases where an investor invests in the Company through an intermediary investing into the Company in his own name but on behalf of the investor, it may not always be possible for the investor to exercise certain Shareholder rights directly against the Company. Investors are advised to take advice on their rights. INVESTOR RESPONSIBILITY Prospective investors should review this Prospectus and each relevant Simplified Prospectus or KIID, as the case may be, carefully in its entirety and consult with their legal, tax and financial advisors in relation to (i) the legal requirements within their own countries for the purchase, holding, redemption or disposal of Shares; (ii) any foreign exchange restrictions to which they are subject in their own countries in relation to the purchase, holding, redemption or disposal of Shares; and (iii) the legal, tax, financial or other consequences of subscribing for, purchasing, holding, redeeming or disposing of Shares. Prospective investors should seek the advice of their legal, tax and financial advisors if they have any doubts regarding the contents of this Prospectus and each relevant Simplified Prospectus. TARGETED INVESTORS The Company targets both retail or natural person and institutional investors. The profile of the typical investor per each Sub-Fund is described in each of the Simplified Prospectuses or KIID, as the case may be. The historical performance per each Sub-Fund is detailed in each Sub-Fund simplified prospectus, or KIID, as the case may be. 3

4 DISTRIBUTION AND SELLING RESTRICTIONS At the date of this Prospectus, the Company (in certain jurisdictions, specific Sub-Funds or Classes of Shares only) has been authorised for offering in Austria, Bahrain, Belgium, France, Germany, Italy, Japan, Luxembourg, Singapore, Spain, Sweden, United Kingdom and The Netherlands. The Company or specific Sub-Fund(s) may be subsequently authorised for distribution in other jurisdictions. However, no procedure has been undertaken to enable the offer of the Shares or the distribution of this Prospectus or any Simplified Prospectus or KIID, as the case may be, in any other jurisdictions whose legislation or regulations in force would require such procedure. As a result, this Prospectus cannot be distributed for the purpose of offering or canvassing the Shares in any jurisdiction or in any circumstances where such offering or canvassing is not authorised. No persons receiving a copy of this Prospectus in any jurisdiction may treat this Prospectus as constituting an invitation to them to subscribe for Shares unless in the relevant jurisdiction such an invitation could lawfully be made without compliance with any registration or other legal requirements. Shares have not been and will not be registered under the United States Securities Act of 1933 (as amended) or the securities laws of any of the States of the United States. Shares may not be offered, sold or delivered directly or indirectly in the United States, or to or for the account or benefit of any US Person. Any re-offer or resale of any Shares in the United States or to US Persons may constitute a violation of US law. The Company will not be registered under the United States Investment Company Act of 1940, as amended. Applicants for Shares will be required to certify that they are not US Persons. All Shareholders are required to notify the Company of any change in their status as non-us Person. RELIANCE ON THIS PROSPECTUS AND ON THE SIMPLIFIED PROSPECTUSES, OR KIIDS, AS THE CASE MAY BE. Shares in any Sub-Fund described in this Prospectus as well as in the relevant Simplified Prospectus or KIID, as the case may be, are offered only on the basis of the information contained therein and (if applicable) any addendum hereto and the latest audited annual report and any subsequent semi-annual report of the Company. Any further information or representations given or made by any distributor, Intermediary, dealer, broker or other person should be disregarded and, accordingly, should not be relied upon. No person has been authorised to give any information or to make any representation in connection with the offering of Shares other than those contained in this Prospectus and (if applicable) any addendum hereto and in any subsequent semi-annual or annual report for the Company and, if given or made, such information or representations must not be relied on as having been authorised by the Directors, the Management Company, the Investment Manager, the Custodian Bank or the Administrative Agent. Statements in this Prospectus are based on the law and practice currently in force in Luxembourg at the date hereof and are subject to change. Neither the delivery of this Prospectus or of the Simplified Prospectuses or KIID, as the case may be, nor the issue of Shares shall, under any circumstances, create any implication or constitute any representation that the affairs of the Company have not changed since the date hereof. Prospective investors may obtain, free of charge, on request, a copy of this Prospectus and of the Simplified Prospectus(es) or KIID, as the case may be, relating to the Sub-Fund(s) in which they invest, the annual and semi-annual financial reports of the Company and the Articles of Incorporation at the registered office of the Company, the Management Company or the Custodian Bank. INVESTMENT RISKS Investment in any Sub-Fund carries with it a degree of financial risk, which may vary among Sub-Funds. The value of Shares and the return generated from them may go up or down, and investors may not recover the amount initially invested. Investment risk factors for an investor to consider are set out under Appendix C entitled Special Risk Considerations and Risk Factors. The Company does not represent an obligation of, nor is it guaranteed by, the Management Company, the Investment Manager or any other affiliate or subsidiary of Société Générale. MARKET TIMING POLICY The Company does not knowingly allow investments which are associated with market timing practices, as such practices may adversely affect the interests of all Shareholders. As per the CSSF Circular 04/146, market timing is to be understood as an arbitrage method through which an investor systematically subscribes and redeems or converts units or shares of the same UCI within a short time period, by taking advantage of time differences and/or imperfections or deficiencies in the method of determination of the Net Asset Value (as defined below in the chapter Introduction ) of the UCI. 4

5 Opportunities may arise for the market timer either if the Net Asset Value (as defined on hereafter) of the UCI is calculated on the basis of market prices which are no longer up to date (stale prices) or if the UCI is already calculating the Net Asset Value when it is still possible to issue orders. Market timing practices are not acceptable as they may affect the performance of the UCI through an increase of the costs and/or entail a dilution of the profit. Accordingly, the Directors may, whenever they deem it appropriate and at their sole discretion, cause the Registrar Agent and the Administrative Agent, respectively, to implement any of the following measures: financial Intermediaries of such investors. In particular, such data may be processed for the purposes of account and distribution fee administration, anti-money laundering identification, tax identification under the European Union Tax Savings Directive 2003/48/EC and to provide clientrelated services. Such information shall not be passed on any unauthorised third persons. By subscribing to the Shares, each Shareholder consents to such processing of its personal data. This consent is formalized in writing in the subscription form used by the relevant Intermediary. - Cause the Registrar Agent to reject any application for conversion and/or subscription of Shares from investors whom the former considers market timers. - The Registrar Agent may combine Shares which are under common ownership or control for the purposes of ascertaining whether an individual or a group of individuals can be deemed to be involved in market timing practices. - If a Sub-Fund is primarily invested in markets which are closed for business at the time the Sub-Fund is valued, during periods of market volatility cause the Administrative Agent to allow for the Net Asset Value per Share to be adjusted to reflect more accurately the fair value of the Sub-Fund s investments at the point of valuation. DATA PROTECTION Certain personal data of investors (including, but not limited to, holding in the Company) may be collected, recorded, stored, adapted, transferred or otherwise processed and used by the Company, the Registrar Agent, the Management Company and other companies of Société Générale Group and the 5

6 FUND ORGANISATION LYXOR EQUISYS FUND Investment Company with Variable Capital 16, Boulevard Royal L Luxembourg BOARD OF DIRECTORS OF THE COMPANY CHAIRMAN: Baptiste LOPEZ, Compliance Officer Lyxor Asset Management Luxembourg S.A. Luxembourg DIRECTORS: Nicolas GAUSSEL, Head of Quantitative Management LYXOR Asset Management Eric TALLEUX, Chief Risk Officer LYXOR Asset Management MANAGEMENT COMPANY Lyxor Asset Management Luxembourg S.A. 18, Boulevard Royal L-2449 Luxembourg MANAGERS OF THE MANAGEMENT COMPANY: Laurent SEYER Chief Executive Officer LYXOR Asset Management 17, cours Valmy, F Paris-La Défense, France Christophe ARNOULD Managing Director Lyxor Asset Management Luxembourg S.A. 18, Boulevard Royal L-2449 Luxembourg BOARD OF DIRECTORS OF THE MANAGEMENT COMPANY BOARD OF DIRECTORS OF THE MANAGEMENT COMPANY Patrick VINCENT Responsible for subsidiary supervision Société Générale Bank & Trust Luxembourg Frédéric GENET Managing Director, Société Générale Bank & Trust Luxembourg INVESTMENT MANAGER Lyxor Asset Management S.A. ( Lyxor AM ) Tour Société Générale 17, cours Valmy F Puteaux, France CUSTODIAN BANK AND PAYING AGENT Société Générale Bank & Trust, 11, Avenue Emile Reuter, L-2420 Luxembourg ADMINISTRATIVE, CORPORATE AND DOMICILIARY AGENT Société Générale Securities Services Luxembourg 16, Boulevard Royal L Luxembourg REGISTRAR AGENT European Fund Services S.A. 18, Boulevard Royal L-2449 Luxembourg AUDITORS OF THE COMPANY Ernst & Young 7, Rue Gabriel Lippman Parc d'activité Syrdall 2 L-5365 Munsbach PROMOTER Société Générale 29, boulevard Haussmann F Paris, France CHAIRMAN : Alain DUBOIS, Chairman of the Board LYXOR Asset Management DIRECTORS: Laurent MORTREUIL Société Générale Corporate Investment Banking SGCIB Paris, France Christophe ARNOULD, Managing Director Lyxor Asset Management Luxembourg S.A. Luxembourg 6

7 LIST OF SUB-FUNDS RANGE OF SUB-FUNDS LYXOR EQUISYS FUND EUROLAND LYXOR EQUISYS FUND JAPAN LYXOR EQUISYS FUND CHINA INVESTMENT MANAGER Lyxor AM Lyxor AM Lyxor AM Furthermore in the case of Sub-Funds which are closed, the Board of Directors is empowered to determine at any time the initial period of subscription and the initial subscription price; at the launch of a Sub-Fund, the relevant Simplified Prospectus or KIID, as the case may be, shall be updated to provide the investors with the relevant information. 7

8 I. INTRODUCTION The Company is an umbrella fund divided into multiple Sub-Funds as set forth under the heading List of Sub-Funds, each representing a separate portfolio of assets and series of shares. Shares in any particular Sub-Fund will be further divided into different Classes to accommodate different subscription and redemption provisions and/or fees and charges to which they are subject, as well as their availability to certain types of investors. All references to a Sub-Fund, shall, where the context requires, include any Class of Shares that belongs to such Sub-Fund. The Company has the possibility to create further Sub-Funds, thereby issuing new Classes. When such new Sub-Funds are created, this Prospectus will be amended accordingly, in order to provide all the necessary information on such new Sub-Funds. A Simplified Prospectus or KIID, as the case may be, relating to the new Sub-Funds or Classes of Shares in the new Sub-Funds will also be issued accordingly. The Shares are issued and redeemed at a price (the Net Asset Value per Share or Net Asset Value or NAV ) determined on each Calculation Day. If the Valuation Day of the Shares of any Sub-Fund does not fall on a Business Day, the Valuation Day for the Shares of such Sub-Fund shall be postponed to the first subsequent Business Day. Since the Sub- Funds are exposed to market fluctuations and the risks inherent to any investment, the value of the net assets (the Net Assets ) of the Sub-Funds will vary in consequence. The Net Asset Value of each Sub-Fund, calculated on each relevant Valuation Day, is expressed in the currency in which the assets of the relevant Sub- Fund are valued (in each case, the Reference Currency ). In each Sub-Fund, the Company may, but is not required to, issue one or more of the following Classes of Shares: Class R Shares: Class of capitalisation Shares dedicated to Retail Investors and which may be expressed in different currencies; Class I Shares: Class of capitalisation Shares dedicated to Institutional Investors and which may be expressed in different currencies; Class P Shares: Class of Capitalisation Shares dedicated to Institutional Investors and which may be expressed in different currencies; Class D Shares: Class of distribution Shares dedicated to Retail Investors. Class E Shares: Class of distribution Shares dedicated to Institutional Investors. Class D and E Shares may be expressed in different currencies. Class H Shares: Class of capitalisation Shares dedicated to Retail Investors and reserved to clients who have their residence outside the European Economic Area, Bahrain and Singapore. The Board of Directors reserves the right to modify and extend the list of countries in its sole discretion and in respect of the local applicable regulation. Class H Shares may be expressed in different currencies. For further information on the Classes of Shares, investors should refer to the chapter entitled The Shares and the Appendix E entitled Summary Table of Shares issued by the Company detailing the available Classes for each Sub-Fund as well as their characteristics. A Shareholder may be entitled, under certain conditions, to switch from one Sub-Fund to another or from one Class to another within the same Sub- Fund on any Valuation Day, subject to a maximum commission of 1% calculated on the basis of the Net Asset Value per Share for Lyxor AM by conversion of Shares of one Sub-Fund into the corresponding Shares of any Class of the other Sub-Fund. The conversion of Classes into other Classes is subject to certain restrictions, due to the specific features of the relevant Classes (please refer to the chapter entitled Conversion of Shares). Class R, I, D, E and, P Shares will be admitted to the official listing of the "Bourse de Luxembourg" pursuant to an application made by the Company. The references to the terms and signs hereafter designate the following currencies: CHF EUR GBP JPY USD HKD Swiss Franc Euro British Pound Japanese Yen US Dollar Hong Kong Dollar Class P Shares have a lower minimum subscription amount than Class I Shares. 8

9 II. ADMINISTRATION AND MANAGEMENT OF THE COMPANY A. THE COMPANY 1. Incorporation of the Company The Company, LYXOR EQUISYS FUND, was incorporated on October 26, 2001 for an unlimited period as a Société d Investissement à Capital Variable (SICAV). Its registered office is established in Luxembourg. The initial capital was EUR 31,000. The Articles of Incorporation were published in Mémorial C, Recueil des Sociétés et Associations (the Mémorial ) as of November 19, The capital of the Company is expressed in EUR, represented by Shares with no mention of nominal value, paid in full at the time of their issue. The capital is at all times equal to the total of the Net Assets of all the Sub-Funds. The co-ordinated Articles of Incorporation, as amended on December 29, 2011 are available for inspection at the Registre de commerce et des sociétés of Luxembourg. The Company is registered with the Luxembourg Trade Register under number B Allocation of Assets and Liabilities Each Sub-Fund corresponds to a separate portfolio of assets. Each such portfolio of assets is allocated only to the Shares in issue and outstanding within each Sub-Fund, taking into account any Class R, I, D and E Shares of each Sub-Fund as well as any Hedged Shares of each Sub-Fund. Each Sub-Fund, Class, if any, will bear its own liabilities. The following provisions shall apply to each Sub- Fund established by the Directors: accounts of the Company to the same Sub-Fund as the asset from which it was derived and on each revaluation of an asset the increase or diminution in value shall be applied to the relevant Sub-Fund. With regard to third parties, the Company shall constitute a single legal entity; however, by derogation from Article 2093 of the Luxembourg Civil Code, the assets of any particular Sub-Fund are only applicable to the debts, engagements and obligations of that Sub-Fund. The assets, commitments, charges and expenses which, due to their nature or as a result of a provision of this Prospectus, cannot be allocated to one specific Sub-Fund will be charged to the different Sub-Funds proportionally to their respective Net Asset Values and prorata temporis. As between the Shareholders, each Sub-Fund shall be treated as a separate legal entity. 3. The Board of Directors The Board of Directors is responsible for determining the Company s investment objectives and policies and overseeing the management and administration of the Company. B. THE MANAGEMENT COMPANY As from 1 st September 2009 the Board of Directors has designated under its responsibility and control, Lyxor Asset Management Luxembourg S.A. to act as Management Company under Chapter 15 of the 2010 Law. The Management Company has been incorporated on April 14, 2005 for an unlimited period. Its registered office is established in Luxembourg. (a) (b) (c) separate records and accounts shall be maintained for each Sub-Fund as the Board of Directors and the Custodian Bank shall from time to time determine; the proceeds from the issue of Shares in each Sub-Fund shall be recorded in the accounts of the Sub- Fund and the assets and liabilities and income and expenditure attributable thereto shall be applied to such Sub-Fund subject to the provisions of this Prospectus; and where any asset is derived from any other asset, such derivative asset shall be applied in the records and The initial capital was one million euros. The Articles of Incorporation were published in Mémorial C, Recueil des Sociétés et Associations n 822 as of 25 th August It is registered with the Registre de Commerce et des Sociétés of Luxembourg under reference B The Management Company has been designated pursuant to a main delegation agreement concluded between the Management Company and the Company, as may be amended from time to time. This agreement is for an indefinite period of time and may be terminated by either party upon 120 days' notice. 9

10 The Management Company s main object is the management, the administration and the marketing of UCITS as well as UCIs. The Management Company shall be in charge of the management and administration of the Company and the distribution of Shares in Luxembourg and abroad. As of the date of this Prospectus, the Management Company has delegated these functions to the entities described herebelow. C. THE INVESTMENT MANAGER The Management Company has delegated under its responsibility and control to Lyxor AM the management of the investments of the Sub-Funds pursuant to an investment management agreement (the Investment Management Agreement ). Lyxor AM, a Société Anonyme à Directoire et Conseil de Surveillance incorporated under French law, with a share capital of EUR 161,106,300 which has its registered office at 17, Cours Valmy Paris La Défense. The Investment Manager s object is notably the management of UCITS and all transferable securities portfolios. This Prospectus as well as the relevant Simplified Prospectuses or KIID, as the case may be, will be updated if new or replacing Investment Manager(s) are appointed. The Investment Management Agreement is concluded for an undetermined period of time and may be terminated at any time by either party with three months prior notice. The remuneration payable to the Investment Manager is described under the chapter entitled Fees and Expenses. D. DISTRIBUTORS AND OTHER INTERMEDIARIES The Management Company may delegate under its responsibility and control, to one or several banks, financial institutions, distributors and Intermediaries to offer and sell the Shares to investors and to handle the subscription, redemption, conversion or transfer requests of Shareholders. Subject to the law of the countries where Shares are offered, such Intermediaries may, with the agreement of the Board of Directors act as nominees for the investor. E. ADMINISTRATIVE, CORPORATE AND DOMICILIARY AGENT Société Générale Securities Services Luxembourg has been appointed by the Management Company as administrative, corporate and domiciliary agent of the Company (the Administrative Agent ). In such capacities, Société Générale Securities Services Luxembourg is responsible for the administrative functions required by Luxembourg law such as the calculation of the Net Asset Value and the maintenance of accounting records Incorporated in Luxembourg on November 29, 2002, Société Générale Securities Services Luxembourg is a Luxembourg limited company (société anonyme) with a registered capital as of July 27 th 2011 r 29, 2011 of EUR This company is a 55% owned subsidiary of Société Générale Bank & Trust Luxembourg and a 45% owned subsidiary of Société Générale Securities Services France. It has its registered office in Luxembourg at 16, Boulevard Royal, L-2449 Luxembourg. F. REGISTRAR AGENT European Fund Services S.A. has been appointed by the Management Company to act as registrar agent of the Company (the Registrar Agent ). In such capacities, European Fund Services S.A. is responsible for processing the subscription, redemption and conversion of shares and for keeping the register of Shareholders. European Fund Services S.A. is a Luxembourg limited company (société anonyme) and a member of the Société Générale Group. Its registered office is at 18, Boulevard Royal, L-2449 Luxembourg. G. CUSTODIAN BANK AND PAYING AGENT Société Générale Bank & Trust has been appointed pursuant to an agreement with the Company as the Custodian Bank and Paying Agent of the assets of the Company and has undertaken to provide services to the Company for the custody and safekeeping of the securities and cash in the Company s assets. These assets are held either directly by the Custodian Bank or its correspondents, agents and/or representatives. The aforementioned agreement is concluded for an undetermined period and can be terminated by each party upon 120 days' notice. 10

11 The Custodian Bank has by law certain duties with regard to the Company and the Shareholders, such as: * to ensure that the sale, issue, repurchase and cancellation of Shares effected by or on behalf of the Company are carried out in accordance with the law and the Articles of Incorporation of the Company; * to ensure that in transactions involving the assets of the Company, consideration is remitted to it within the usual time limits; * to ensure that the income of the Company is applied in accordance with its Articles of Incorporation. In particular, it makes payments for, and deliveries of, securities while ensuring that they are purchased or sold at a fair price. Société Générale Bank & Trust is a Luxembourg limited company (société anonyme), wholly owned by Société Générale. It has its registered office in Luxembourg at 11, avenue Emile Reuter, L-2420 Luxembourg. Its main activity consists in corporate and private banking and custody. As of December 31 st 2010, its fully paid in capital was EUR 1,389,042,648. III. INVESTMENT MANAGEMENT INVESTMENT OBJECTIVES AND POLICIES A. GENERAL The Company has been established for the purpose of investing in transferable securities and Money market instruments as well as in other financial instruments in accordance with the 2009 Directive as implemented in Luxembourg under Part I of the 2010 Law. The Sub-Funds invest primarily in transferable securities and Money market instruments listed or traded on stock exchanges or other Regulated Markets in accordance with the investment objective and policy of each Sub-Fund, the restrictions under the Appendix A entitled Investment Restrictions and the other limits specified in this Prospectus. In addition, the Sub-Funds may employ, for the purpose of efficient portfolio management and the purpose of providing protection against market and exchange risks, the investment techniques and instruments described under the Appendix B entitled Investment Techniques. The investment objective and policy of each Sub- Fund have been defined by the Board of Directors and are set out below. In the event the Board of Directors decides to make a material change to the investment objective and policy of a Sub-Fund, prior notice will be given to the relevant Shareholders who, if they so wish, will be able to apply for the redemption of their Shares in that Sub-Fund free of charge during a period of one month. The investment objective and policy of certain Sub-Funds, as described below, refer to investments in various geographical areas, countries, economic sectors and/or categories of issuers of securities, but market or other conditions may make it, from time to time, inappropriate for a Sub-Fund to invest in all the geographical areas, countries, economic sectors and/or categories of issuers referred to in its investment policy. There can be no assurance that the Sub-Funds will be successful in producing the desired results of their investment objective and policy. When warrants are used, investors should pay attention to the fact that these instruments are highly volatile and their market values may be subject to wide fluctuations. Investors should also be aware of the risks of leverage inherent to warrants. For the purpose of this Prospectus (and except as specifically provided otherwise), reference to European markets, countries, issuers and companies shall be deemed to include the markets, countries, issuers and companies of, or domiciled in the Euroland, in the European Union, in the European Economic Area and in Switzerland. Except as specifically set forth otherwise herein, Sub-Funds which invest primarily through the indicated securities and other instruments are deemed to invest at least two-thirds of their Net Assets through such securities and instruments. In this prospectus Euroland means any Member State of the European Monetary Union (EMU), including at the date of the present Prospectus: Austria, Ireland, Finland, Greece, France, Germany, the Netherlands, Italy, Portugal, Spain, Belgium, Luxembourg, Cyprus, Estonia, Malta, Slovakia and Slovenia. Further, and except as specifically provided otherwise, each of the Sub-Funds described herein reserves the possibility to invest in instruments denominated in currencies other than its Reference Currency, it being specified that the exchange risk may be hedged, by using the available techniques and instruments (please refer to the Appendix B entitled Investment Techniques). In accordance with the Investment Restrictions (please refer to the Appendix A entitled Investment Restrictions), the Sub-Funds may employ techniques and instruments relating to transferable securities for 11

12 the purpose of efficient portfolio management. The Sub-Funds may also employ techniques and instruments intended to provide protection against foreign exchange risks in the context of the management of the assets and liabilities of the Sub- Funds and may also employ techniques and instruments on currencies for purposes other than hedging (please refer to the Appendix B entitled Investment Techniques). Also, the Sub-Funds may effect over-the-counter (or OTC ) transactions using options, swaps, swaptions and other derivative instruments entered into with highly rated financial institutions specialising in this type of transaction and participating actively in the relevant OTC market. These techniques and instruments will also be used, provided that the sum of commitments resulting from them in any Sub-Fund shall not at any time exceed the Net Asset Value of such Sub-Fund. The use of these techniques and instruments will have the effect to change the exposure of the Sub-Fund in order to optimise the performance; however, the increased exposure of the Sub-Fund might lead the Net Asset Value to go down in a more important manner or to go up in a less manner than the one which would result exclusively from market fluctuations. B. RANGE OF SUB-FUNDS 1. Lyxor Equisys Fund Euroland The Reference Currency of the Sub-Fund is the Euro (EUR). The investment objective of the Sub-Fund is to provide investors with a dynamic investment return with a moderate volatility by investing at least 75% of its Net Assets in shares of companies which are domiciled and listed on a Regulated Market in any European country excluding Switzerland and Liechtenstein. In seeking to achieve the investment objective, the Sub-Fund will choose one or more equities indices and will compare the price of each equity security making up the relevant index or indices to its target value according to an earning discount model. To establish the target value, the model sums the actualised benefits forecasted by the relevant market consensus over a particular future period, usually five years at an actualisation rate equal to the long government bond rate. The summation of the benefits equals the target price. Comparing the target price to the current stock price establishes a ranking between the equities making up the relevant index or indices based on the model. The Sub-Fund will then invest primarily in the top ranking equities on the relevant index or indices (the number will probably depends on the number of stocks making up the relevant index or indices) and might have to sell occasionally futures on indices in order to hedge the market exposure depending on markets conditions within the limits set forth under Appendix B Investment Techniques. The initial index will be the DJ Euro Stoxx 600, a capitalisation weighted index which includes countries that are participating in the EMU, and initially, the Sub-Fund will only invest in Euro denominated transferable securities. The Investment Manager is entitled from time to time at its discretion to change, substitute or add to the chosen index or indices and the denomination of the Sub-Fund s investments in which case the prospectus will be updated accordingly. The Investment Manager is, however, entitled at any time to change the chosen index or indices where, for reasons outside the Investment Manager s control, that index or indices has been replaced by another index or indices or where another index or indices may reasonably be considered by the Investment Manager to have became the industry standard for the relevant exposure. In such circumstances, Shareholders will be advised of any change in the chosen index or indices in the next annual or halfyearly report of the Sub-Fund. The global exposure determination methodology used for the risk monitoring of the Sub-Fund is the commitment approach. 2. Lyxor Equisys Fund Japan The Reference Currency of the Sub-Fund is the JPY. The investment objective of the Sub-Fund is to provide investors with a dynamic investment return with a moderate volatility by investing primarily in shares of companies domiciled in Japan and/or listed on a recognised Japanese Regulated Market. In seeking to achieve the investment objective, the Sub-Fund will choose one or more equities indices and will compare the price of each equity security making up the relevant index or indices to its target value according to an earning discount model. To establish the target value, the model sums the actualised benefits forecasted by the relevant market consensus over a particular future period, usually five years at an actualisation rate equal to the long government bond rate. The summation of the benefits equals the target price. Comparing the target price to the current stock price establishes a ranking between the equities making up the relevant index or indices based on the model. 12

13 The Sub-Fund will then invest primarily in the top ranking equities on the relevant index or indices (the number will probably depends on the number of stocks making up the relevant index or indices) and might have to sell occasionally futures on indices in order to hedge the market exposure depending on markets conditions within the limits set forth under Appendix B Investment Techniques. The initial index will be the MSCI Japan a capitalization-weighted index, that monitors the performance of stocks from Japan, adjusted for free float and designed to reflect the sectoral diversity of the Japanese equity markets. The Sub-Fund will only invest in JPY denominated transferable securities. The Investment Manager is entitled from time to time at its discretion to change, substitute or add to the chosen index or indices and the denomination of the Sub-Fund s investments in which case the prospectus will be updated accordingly. The Investment Manager is, however, entitled at any time to change the chosen index or indices where, for reasons outside the Investment Manager s control, that index or indices has been replaced by another index or indices or where another index or indices may reasonably be considered by the Investment Manager to have became the industry standard for the relevant exposure. In such circumstances, Shareholders will be advised of any change in the chosen index or indices in the next annual or halfyearly report of the Sub-Fund. The global exposure determination methodology used for the risk monitoring of the Sub-Fund is the commitment approach. 3. Lyxor Equisys Fund China The Reference Currency of the Sub-Fund is the HKD. The investment objective of the Sub-Fund is to provide investors with a dynamic investment return with a moderate volatility by investing primarily in shares of companies domiciled in Hong Kong and/or listed on a recognised Hong Kong Regulated Market. In seeking to achieve the investment objective, the Sub-Fund will choose one or more equities indices and will compare the price of each equity security making up the relevant index or indices to its target value according to an earning discount model. To establish the target value, the model sums the actualised benefits forecasted by the relevant market consensus over a particular future period, usually five years at an actualisation rate equal to the long government bond. The summation of the benefits equals the target price. Comparing the target price to the current stock price establishes a ranking between the equities making up the relevant index or indices based on the model. The Sub-Fund will then invest primarily in the top ranking equities on the relevant index or indices (the number will change and depends on the number of stocks making up the relevant index or indices) and might have to sell occasionally future on indices in order to hedge the market exposure depending on market conditions within the limits set forth under Appendix B Investment Techniques. The initial index will be the Hang Seng Index (Hong Kong Equity market Index), that monitors the performance of stocks from Hong Kong. The Investment Manager is entitled from time to time at its discretion to change, substitute or add to the chosen index or indices and the denomination of the Sub- Fund s investments in which case the Prospectus will be updated accordingly. The Investment Manager is, however, entitled at any time to change the chosen index, for reasons outside the Investment Manager s control, that the index has been replaced by another index or where another index or indices may reasonably be considered by the Investment Manager to have became the industry standard for the relevant exposure. In such circumstances, Shareholders will be advised by any change in the chosen index in the next annual or half-yearly report of the Sub-Fund. The global exposure determination methodology used for the risk monitoring of the Sub-Fund is the commitment approach. IV. INVESTING IN THE COMPANY A. THE SHARES The Company s capital is represented by Shares with no mention of nominal value. All Shares are paid entirely upon issue. The Board of Directors may at any time issue new Shares without granting existing Shareholders a preferred subscription right. Such newly issued Shares, at the discretion of the Board of Directors, may belong to different Classes. The proceeds of the issue of each Class is allocated to the relevant Sub- Fund. The Articles of Incorporation set forth the procedure for allocating assets of the Company among the Sub-Funds. In order to determine the Company's registered capital, the Net Assets of each Sub-Fund are, if not expressed in EUR, converted into EUR and the capital will be equal to the total, expressed in EUR, of the Net Assets of each Sub-Fund. 13

14 Within each Sub-Fund, the Directors may create different Classes for which Shares are entitled to regular dividend payments ( Distribution Shares) or Shares with earnings reinvested ( Capitalisation Shares), and corresponding to (i) a specific structure of subscription or redemption fees, and/or (ii) a specific structure of management or advisory fees, and/or (iii) a specific structure of fees paid to Intermediaries. For further information on the Classes of Shares, investors should refer to the present chapter and the table entitled Summary Table of Shares issued by the Company detailing the available Classes for each Sub-Fund as well as their characteristics. R1, R2, R3, R4, R5, R6, I1, I2, I3, I4, I5, I6, D1, D2, D3,D4, D5, D6, E1, E2, E3, E4, E5, E6, P1, P2, P3, P4, P5, P6, H1, H2, H3, H6 Classes of Shares differ according to the applicable rate of Taxe d abonnement (see the chapter entitled Taxation), according to the applicable rate of management fees (see Summary Table of the Shares issued by the Company), in the exchange risks and according to the giving right or no right to dividend payments. Class R1 Shares expressed in EUR dedicated to Retail Investors; Class I1 Shares expressed in EUR dedicated to Institutional Investors; Class P1 Shares expressed in EUR dedicated to Institutional Investors; Class H1 Shares expressed in EUR dedicated to Retail Investors; Class D1 Shares expressed in EUR dedicated to Retail Investors; Class E1 Shares expressed in EUR dedicated to Institutional Investors; Classes R1, I1, H1, D1, E1 and P1 Shares may be hedged against the Reference Currency of the Sub-Fund if the Class currency is different of the Sub-Fund s Reference Currency. In the event that Class I1 and E1 Shares are held by a Shareholder who was not or is no longer entitled thereto, the Directors shall immediately convert, without any prior notice or charge, the Shares into respectively Class R1 and Class D1 Shares within the same Sub-Fund. Class R2 Shares expressed in JPY dedicated to Retail Investors; Class I2 Shares expressed in JPY dedicated to Institutional Investors; Class P2 Shares expressed in JPY dedicated to Institutional Investors; Class H2 Shares expressed in JPY dedicated to Retail Investors; Class D2 Shares expressed in JPY dedicated to Retail Investors; Class E2 Shares expressed in JPY dedicated to Institutional Investors; Classes R2, I2, H2, D2, E2 and P2 Shares may be hedged against the Reference Currency of the Sub-Fund if the Class currency is different of the Sub-Fund s Reference Currency. In the event that Class I2 and E2 Shares are held by a Shareholder who was not or is no longer entitled thereto, the Directors shall immediately convert, without any prior notice or charge, the Shares into respectively Class R2 and D2 Shares within the same Sub-Fund. Class R3 Shares expressed in USD dedicated to Retail Investors. Class I3 Shares expressed in USD dedicated to Institutional Investors. Class P3 Shares expressed in USD dedicated to Institutional Investors. Class D3 Shares expressed in USD dedicated to Retail Investors; Class E3 Shares expressed in USD dedicated to Institutional Investors; Class H3 Shares expressed in USD dedicated to Retail Investors; Classes R3, I3, D3, E3, H3 and P3 Shares may be hedged against the Reference Currency of the Sub-Fund if the Class currency is different of the Sub-Fund s Reference Currency. In the event that Class I3 and E3 Shares are held by a Shareholder who was not or is no longer entitled thereto, the Directors shall immediately convert, without any prior notice or charge, the Shares into respectively Class R3 and Class D3 Shares within the same Sub-Fund. Class R4 Shares expressed in GBP dedicated to Retail Investors; Class I4 Shares expressed in GBP dedicated to Institutional Investors; Class P4 Shares expressed in GBP dedicated to Institutional Investors; 14

15 Class D4 Shares expressed in GBP dedicated to Retail Investors; Class E4 Shares expressed in GBP dedicated to Institutional Investors; Classes R4, I4, D4, E4 and P4 Shares may be hedged against the Reference Currency of the Sub-Fund if the Class currency is different of the Sub-Fund s Reference Currency. In the event that Class I4 and E4 Shares are held by a Shareholder who was not or is no longer entitled thereto, the Directors shall immediately convert, without any prior notice or charge, the Shares into respectively Class R4 and D4 Shares within the same Sub-Fund. Class R5 Shares expressed in CHF dedicated to Retail Investors; Class I5 Shares expressed in CHF dedicated to Institutional Investors; Class P5 Shares expressed in CHF dedicated to Institutional Investors; Class D5 Shares expressed in CHF dedicated to Retail Investors; Class E5 Shares expressed in CHF dedicated to Institutional Investors; Classes R5, I5, D5, E5 and P5 Shares may be hedged against the Reference Currency of the Sub-Fund if the Class currency is different of the Sub-Fund s Reference Currency. In the event that Class I5 and E5 Shares are held by a Shareholder who was not or is no longer entitled thereto, the Directors shall immediately convert, without any prior notice or charge, the Shares into respectively Class R5 and D5 Shares within the same Sub-Fund. Class R6 Shares expressed in HKD dedicated to Retail Investors; Class I6 Shares expressed in HKD dedicated to Institutional Investors; Class P6 Shares expressed in HKD dedicated to Institutional Investors; Class H6 Shares expressed in HKD dedicated to Retail Investors; Class D6 Shares expressed in HKD dedicated to Retail Investors; Class E6 Shares expressed in HKD dedicated to Institutional Investors; Classes R6, I6, D6, E6, H6 and P6 Shares may be hedged against the Reference Currency of the Sub-Fund if the Class currency is different of the Sub-Fund s Reference Currency. In the event that Class I6 and E6 Shares are held by a Shareholder who was not or is no longer entitled thereto, the Directors shall immediately convert, without any prior notice or charge, the Shares into respectively Class R6 and D6 Shares within the same Sub-Fund. Classes D and E Shares aim to pay a dividend to the Shareholders owning such Class of Shares. When hedging is undertaken, currency forward, currency futures, currency option transactions and currency swaps may be engaged for the exclusive account of the relevant Share Class in order to preserve the value of Shares Class s Reference Currency against the Sub-Fund s Reference Currency. When undertaken, the effects of this hedging will be reflected in the Net Asset Value and therefore, in the performance of such Share Class. Similarly, any expenses arising from such hedging transactions will be borne by the Class in relation to which they have been incurred. It should be understood that the hedge may take place whether the Class Reference Currency is declining or increasing in value relative to the Sub-Fund s Reference Currency. No assurance can be given that the hedging objective will be achieved. Upon their issue, the Shares are freely negotiable. In each Sub-Fund, the Shares of each Class benefit in an equal manner from the profits of the Sub-Fund, but do not benefit from any preferred right or preemption right. At the general meetings of Shareholders, one vote is granted to each Share, regardless of its Net Asset Value. Fractions of Shares, up to one thousandth, may be issued, and will participate in proportion to the profits of the relevant Sub-Fund but do not carry any voting rights. The Shares are only issued in registered form and are materialised either by a registered certificate (for any whole number of Shares), or by an inscription in the register (for any number of Shares, including thousandths of Shares). In the absence of a specific request for Share certificates, each Shareholder will receive written confirmation of the number of Shares held in each Sub-Fund and in each Class of Shares. Upon request, a Shareholder may receive without any charge, a registered certificate in respect of the Shares held. The certificates delivered by the 15